Proposed ArkGeo Bylaws

This is a copy of the proposed bylaws for Arkansas Geocachers Association. Please vote on this issue by visiting the "Election Voting" link on the left side of the page. (You MUST be LOGGED IN to see this link!) Voting on this issue will remain open for 60 days.

In an effort to comply with legal requirements and to maintain the integrity of the voting process, ArkGeo requires all voting members to provide some registration information. Any personal information provided to ArkGeo will only be used internally for the purposes of membership verification or overall statistics. Individual information will not be made public and will not be shared with any third party without express consent from the individual member.

Article I - Name and PurposeSection 1. Name
The name of the organization is Arkansas Geocachers Association, hereafter known as ArkGeo. Section 2. Corporation
The corporation shall be of type 501(c)(7) of the Internal Revenue Code. Section 3. Purpose
The purposes for which the corporation is formed are as follows:
ArkGeo shall exist as a not-for-profit recreational organization, formed to promote the family-oriented activity of geocaching through a central web site, workshops, newsletters, and information displays, while encouraging responsible stewardship of public lands through effective landowner and media relations.Section 4. Not-for-Profit
The corporation shall be a Type (c)(7) corporation pursuant to Section 201 of the Not-for-Profit Corporation Law. Section 5. Office
The office of the corporation is to be located in the County of Faulkner in the State of Arkansas.

Article II - MembershipSection 1. Eligibility
Any individual shall be eligible for membership, provided they agree to abide by the bylaws and rules of the Organization. Section 2. Membership
Membership in ArkGeo shall remain open to all interested persons who support the goals as described in the Mission Statement. Each applicant for membership shall be required to register online at the ArkGeo website. Once the applicant has registered, the applicant shall be considered a member of ArkGeo. Membership revocation shall require a majority vote by the Executive Committee. In the event of a tie, the Chair of the Board's vote will serve as tiebreaker.
Active Member. Any member who logs in to the ArkGeo website, using their username and password, at least once per year shall be considered an Active member.
Voting Member. Each applicant for Voting membership shall be required to provide ArkGeo with their name, address, phone, email address, and geocaching alias, as well as other information deemed necessary for contact and identification of a candidate. Any Active Member who has provided ArkGeo with the above information, is at least 18 years of age, is a resident of the State of Arkansas or bordering states, and is in good standing with ArkGeo will be eligible to vote. Section 3. Dues
ArkGeo has no official dues or monetary charges for membership. In the future, dues may be established as deemed appropriate and voted on by the Board of Directors. Section 4. Quorum
Quorum for the Board will be set at a majority. Section 5. Voting
All Voting Members shall have one (1) vote per member. Unless otherwise indicated, items shall require a simple majority to pass. In the event of a tie, a vote by the Executive Committee will break the tie. In the event of a second tie, the Chair of the Board's vote will serve as tiebreaker.

Article III - Board of DirectorsSection 1. Duties
A Board of Directors shall govern the management and administration of the affairs of ArkGeo. The Board is responsible for setting policy and governing the organization. It holds the power to conduct business and delegate that power as needed to an agent of the Board. Section 2. Term of Office
Members of the Board shall serve a three-year term, unless serving as a member of the Executive Committee (See Article V, Section 2) or Founding Board (see Article III, Section 3). Upon completion of the term, a member of the Board shall not be eligible for re-election as a Board member until one full year has elapsed.Section 3. Selection of Board Members
The Board shall consist of nine voting positions. Open or vacated Board positions shall be filled by way of election by the Voting membership of ArkGeo. For these elections, the Board will offer a slate of candidates, to which nominees may be added by Active members. (See Nominations below).
Founding Board. Upon ratification of these Bylaws, the current ArkGeo Steering Committee shall become members of the Board of Directors. Additional Board members shall be elected by the membership so as to fill the nine positions. Of the five former Steering Committee members, three will serve one-year terms and two will serve two-year terms. Of the four elected Board members, three will serve three-year terms and one will serve a two-year term. Lots will be drawn to determine which Founding Board members will receive which terms.
Eligibility. All Voting members of ArkGeo (see Article II, Section 2), who have been a member of ArkGeo for a minimum of one (1) year will be eligible to run for a Board position.

Nominations. In addition to the slate of candidates offered by the Board, Active members may submit nominations for Board positions. If an individual is nominated by two or more active members and if willing, such individual will be considered a candidate for a Board position. Nominations will be finalized at least one month prior to each election. A list of candidates shall be emailed to Voting members and published on the web site prior to the election.
Election. Voting members (see Article II, Section 2) will be notified via email at least two weeks prior to the vote. Voting will take place on the ArkGeo website, and will remain open for a period of thirty (30) days. All Voting members will have one (1) vote for each available Board position. For example, if there are three (3) Board positions available, each Voting member will receive three (3) votes. Duplicate votes for the same candidate by a member will discarded. Election to the Board will be determined by the candidate(s) receiving the most total votes. Elections may take place electronically to allow for all ArkGeo Voting members to participate. In the event of a tie, the Board of Directors will serve as tiebreaker.
The President of the Executive Committee shall serve as Chair for the Board.Section 4. Quorum
Quorum for the Board will be set at a majority. Section 5. Board Member Activity
Board Members are required to attend at least 50% of business meetings. Attendance may be accomplished by telephone or other electronic means. Any Board member not meeting this requirement may be asked to leave the Board of Directors. (See Section 6).Section 6. Removal
A Board member may resign, or they may be asked to leave by the existing Board. A Board member may be removed by a two-thirds vote of the members of the Board. Examples of conditions under which a Board member may be removed include, but are not limited to, breach of confidentiality, failure to disclose a conflict of interest, failure to exercise the duties of a Board member, or failure to attend at least 50% of business meetings. The Board member in question is not eligible to vote in their own dismissal, regardless of the situation in which they are being asked to leave. Section 7. Voting
All members of the Board of Directors shall have one (1) vote per member. Unless otherwise indicated, Board resolutions require a simple majority of quorum. In the event of a tie, the Chair of the Board's vote will serve as tiebreaker. Board business that requires a vote may be conducted via telephone or electronic means for issues that require immediate action, provided that a reasonable attempt is made to notify all Board members of the vote.Section 8. Compensation
Directors shall not be compensated for their service except for reimbursement of reasonable expenses. Any reimbursement must be pre-approved by the Executive Committee. All expenditures that will require reimbursement shall require pre-approval by the Board.

Article IV - MeetingsSection 1. Board Meetings
Board Meetings will be held a minimum of once a year. Any Board member may call a special meeting, which will be held pending the availability of the Board Members. Members will be notified of meetings via e-mail or telephone discussions. (See Article III, Section 5). Section 2. Executive Committee Meetings
Executive Committee Meetings will be held a minimum of once a year, and may be held in conjunction with the Board Meetings. Meeting times, location, and frequency are at the discretion of the Executive Committee members. The Board may, at their discretion, vote to call a special meeting of the Executive Committee. Members will be notified of meetings via e-mail or telephone discussions. (See Article III, Section 5). Section 3. General Membership Meetings
General Membership Meetings will be held annually. All members and interested parties are invited to attend and participate in the meetings. All meetings will be conducted in accordance with Robert's Rules of Order, Newly Revised (see Article XII).

Article V - OfficersSection 1. Officers
Under the umbrella of the Board of Directors, ArkGeo will have an Executive Committee (see Article VI, Section 5) consisting of an Immediate Past President, a President, an Executive Vice President, a Treasurer, and a Secretary. In addition, ArkGeo will have a Website Manager. The officers shall perform their duties as prescribed by these bylaws and by the parliamentary authority adopted by ArkGeo.

The Immediate Past President Shall:
 Advise and guide members of the Executive Committee on procedural and legal matters.
 Assist the President and Vice-President as needed.

The President Shall:
 Preside at all meetings of the Executive Committee and of the Organization.
 Have the duties and powers assigned according to Robert's Rules of Order in addition to those particularly specified in these bylaws.
 Sign contracts and agreements on behalf of ArkGeo.

The Executive Vice-President Shall:
 Perform the duties of President in his/her absence.
 Make arrangements for scheduling meeting dates and locations.
 Assist the President, the Board, and ArkGeo in duties as requested.
 Oversee the Committees of Community Relations, Fundraising, and Election.
 Become familiar with state and federal regulations in order to advise ArkGeo on the established legal parameters.
 Ensure all activities including normal operations and fundraising ventures are performed in compliance with all applicable laws.
 Work with the Secretary to complete and submit forms and other such media that are necessary to remain in compliance.
 Work with the Treasurer to complete and file all taxes and tax forms as necessary to remain in compliance.

The Treasurer Shall:
 Be responsible for all income and expenses.
 Keep accurate financial records.
 Make timely deposits of all monies received.
 Pay duly authorized expenses.
 Make available financial records to ArkGeo for inspection and audit.
 Make an annual report to the members at the annual meeting.
 Recommend a budget to the Board of Directors.
 Make sure all taxes are filed.

The Secretary Shall:
 Record minutes of all meetings.
 Maintain a file of legal documents and licenses of ArkGeo, past minutes, newsletter archives and other official documents.
 Record and receive all copies of contracts and agreements consummated by ArkGeo.
 Provide written notice of the date, time, and location of meetings to the membership at least two weeks prior to the meetings, including, as needed, notice of elections to fill vacancies of the Executive Committee.
 Maintain a list of active members and officers.
 Conduct and respond to correspondence as required.

The Website Manager Shall:
 Maintain a website dedicated to ArkGeo.
 Update content and visual aspects of website in a timely and as-needed basis.
 Enlist other ArkGeo members to assist with these duties as s/he deems necessary.

Section 2. Terms of Office
Members of the Executive Committee shall serve a one-year term per office. With the exception of Secretary, Treasurer, and Website Manager, members may not be re-elected to a particular office. At the discretion of the Board, the Immediate Past President will normally be succeeded by the President and the President will normally be succeeded by the Executive Vice-President.Section 3. Selection of Executive Committee
The Board shall nominate and elect members of the Executive Committee from the Board. A majority vote of the Board is required for election of members to the Executive Committee.
The President shall serve as Chair of the Executive Committee. Section 4. Selection of Website Manager
The Board will appoint a Website Manager. Unless appointed from the existing Board, the Website Manager shall become a de facto, non-voting member of the Board.Section 5. Quorum
Quorum for the Executive Committee will be set at a majority. Section 6. Executive Committee Member Activity
Executive Committee members are required to attend at least 50% of Executive Committee meetings. Attendance may be accomplished by telephone or other electronic means. Any Executive Committee member not meeting this requirement may be asked to vacate their position (See Section 9). Section 7. Vacancies
Any vacancies occurring among the Officers of the Executive Committee shall be filled, until the next annual election, at the discretion and decision of the Board; except that the Vice President shall automatically fill a vacancy in the office of President. Section 8. Voting
All Executive Committee members shall have one (1) vote per member. Unless otherwise indicated, Executive Committee resolutions require a simple majority of quorum. In the event of a tie, the President's vote will serve as tiebreaker. Executive Committee business that requires a vote may be conducted via telephone or electronic means for issues that require immediate action, provided that a reasonable attempt is made to notify all Executive Committee members of the vote. Section 9. Removal
An Executive Committee member may ask to be removed, or they may be asked to leave by the existing Board. Executive Committee members may be removed by a two-thirds vote of the members of the Board. Examples of conditions under which an Executive Committee member may be removed include, but are not limited to, breach of confidentiality, failure to disclose a conflict of interest, failure to exercise the duties of an Executive Committee member, or failing to attend at least 50% of Executive Committee meetings.

Article VI - CommitteesSection 1. Committees
The Board or Executive Committee may appoint standing committees to advance the work of ArkGeo. Such committees shall always be subject to the final authority of the Board. The Executive Committee may form temporary or special committees as needed.
Selection of Committees. With the exception of the Executive Committee, who shall be selected by the Board (see Article V, Section 3), any Voting member of ArkGeo may volunteer for a committee. The member will apply to the Election Committee (see Section 3), who will then present the candidate to the Executive Committee for approval.
Selection of Committee Chairs. Committees will self-elect a chair. Section 2. Fundraising Committee
The Fundraising Committee shall exist to plan projects to help fund ArkGeo in its goals of promoting and education of geocaching.Section 3. Election Committee
The Election Committee shall exist to assemble the full slate of candidates for election to the Board and to oversee these election and voting procedures. The Election Committee will also identify and present candidates for committees to the Executive Committee (see Section 1). Section 4. Community Relations Committee
The Community Relations Committee shall exist to serve as a liaison between ArkGeo and third-party agencies such as media, landowners, law enforcement, etc.Section 5. Executive Committee
The Executive Committee (see Article V) shall exist for the everyday maintenance of ArkGeo. The Board authorizes this committee to act on behalf of the Board in special circumstances. Actions of the Executive Committee will be approved by the full Board of Directors at the next regular Board meeting.

Article VII - Allocation of Funds
The approval of the Board is necessary for the allocation of funds over one hundred dollars ($100) for any purpose. The Executive Committee may allocate funds up to and including one hundred dollars ($100) without seeking Board approval.

Article VIII - Logo
The logo is a trademark of ArkGeo, usage rights are given to active members for any personal and non-commercial purpose. Any other use of the ArkGeo logo is prohibited in any manner, except as approved by the Board of Directors.

Article IX - Bylaws
The Board of ArkGeo will be solely responsible for the bylaws of ArkGeo. The Board may adopt, amend, or repeal the bylaws with a majority vote of approval by the Board.

Article X - Non-Discrimination Clause
ArkGeo shall not discriminate against people on the basis of any legally protected characteristic.

Article XI - Disciplinary Action
As determined by the Board, any member whose actions are deemed to run counter to the best interests of ArkGeo shall be subject to disciplinary action. Any action taken shall be with a majority vote of the Board. Disciplinary actions that may be taken include removal from the Board or revocation of an individual's membership.

Should the Board feel that disciplinary action is necessary; the Board will schedule a vote and contact the member to be disciplined to ensure that the member can have an opportunity to speak in his or her defense if he or she chooses.

Article XII - Dissolution
Dissolution of ArkGeo may occur by a majority vote of the Board of Directors. In the event of dissolution, all remaining assets, if any, shall be transferred to the nearest geocaching-related organization approved by the Board.

Article XIII - Parliamentary Authority
The rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern ArkGeo in all cases in which they are not inconsistent with these bylaws and any other special rules of order the Organization may adopt.

Article XIV - Statement of Conflict of Interest
All ArkGeo Board, Executive Committee, and General members shall avoid any conflict between their individual, professional, or business interests and the interests of ArkGeo. Upon any deemed conflict of interest by a member, notice shall be given to the Board and that member shall then refrain from discussing or voting on any related issue.

I tried the Election Voting link and got an error message saying that I had to be logged into the site first. I thought I was already logged in. Regardless, I selected the login link that was just below the error message and it took me to my account page (already logged in). So I tried logging out and then back in and then selecting the Election Voting link. Same error message! HELP! -- ORR

"Wildness is a necessity." -- John Muir

"I would rather wake up in the middle of nowhere than in any city on earth." -- Steve McQueen

I tried the Election Voting link and got an error message saying that I had to be logged into the site first. I thought I was already logged in. Regardless, I selected the login link that was just below the error message and it took me to my account page (already logged in). So I tried logging out and then back in and then selecting the Election Voting link. Same error message! HELP! -- ORR

I don't see a problem with your account, so I have asked LongDogs to take a look at this for you...

Please help

I would like anyone having the log-in issue with voting to try the page again now. It probably still won't work, but the information captured in the logs will help me figure out why it thinks you are not logged in.

Your help will be greatly appreciated, as I have no other way to tell what is going on in these cases.